Exactly as it appears on the articles of organization, including “LLC” or “L.L.C.”
The state where the articles of organization were (or will be) filed. Its LLC statute governs this agreement.
Describe the main business. The agreement also permits any other lawful activity.
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This Limited Liability Company Operating Agreement (this “Agreement”) of ____________, a ____________ limited liability company (the “Company”), is adopted and entered into as of ____________ (the “Effective Date”) by ____________, as the sole member of the Company (the “Member”).
The Company was formed as a limited liability company under the laws of the State of ____________ by the filing of articles of organization (or equivalent formation document) with the ____________ Secretary of State on ____________. The rights, duties, and liabilities of the Member shall be as provided in the ____________ limited liability company statute (the “Act”), except as modified by this Agreement. To the extent this Agreement conflicts with any non-mandatory provision of the Act, this Agreement controls.
The business of the Company shall be conducted under the name “____________” or such other trade name as the Member may adopt in compliance with applicable law. The principal office of the Company is located at ____________, and may be relocated by the Member. The registered agent of the Company for service of process is ____________, with an address at ____________; the registered agent may be changed at any time by filing the required notice with the ____________ Secretary of State.
The purpose of the Company is: ____________; and to engage in any other lawful act or activity for which limited liability companies may be organized under the Act, together with all activities necessary or incidental to that purpose.
____________ is the sole Member of the Company and owns one hundred percent (100%) of the membership interests. The membership interest is uncertificated unless the Member determines otherwise. The existence of the Company as a separate legal entity shall be respected notwithstanding that it has a single member, and the Member shall maintain the formalities and separateness described in this Agreement.
The Company is managed by its sole Member. The Member has full and exclusive right, power, and authority to manage the business and affairs of the Company, to bind the Company, and to take any lawful action on its behalf. The Member may appoint officers or agents of the Company and delegate duties to them, and may revoke any such appointment at any time.
The initial capital contribution of the Member is as follows: ____________. No additional capital is required to be contributed by the Member except as the Member elects. No interest accrues on capital contributions, and no portion of a contribution may be withdrawn except as part of a distribution made in accordance with this Agreement. A separate capital account shall be maintained for the Member in accordance with applicable tax regulations.
All net profits and net losses of the Company shall be allocated to the sole Member, and distributions of available cash shall be made to the Member at such times and in such amounts as the Member determines, provided that no distribution shall be made if it is prohibited by the Act. The Member intends that the Company be classified for federal income tax purposes under the default rules — as a disregarded entity — unless the Member later elects otherwise. Each Member remains responsible for the Member's own taxes and should consult a tax advisor.
The Company shall keep at its principal office: (a) complete and accurate books of account; (b) copies of the articles of organization, this Agreement, and all amendments; (c) federal, state, and local tax returns for the three most recent years; and (d) a current record of the Member's name, address, and contributions. The Member may inspect and copy the Company's records during normal business hours upon reasonable notice. The Company's fiscal year is the calendar year unless the Member determines otherwise.
All funds of the Company shall be deposited in one or more bank or financial accounts opened in the Company's name and shall not be commingled with the personal funds of any Member. Withdrawals and payments from Company accounts may be made only by persons authorized by the Member, and only for Company purposes.
No additional person may be admitted as a member of the Company except with the prior written consent of the Member and upon the new member's execution of a written joinder agreeing to be bound by this Agreement. Upon the admission of an additional member, the Members shall amend this Agreement to reflect a multi-member structure.
The Member may transfer all or any part of the Member's membership interest at the Member's discretion, provided that any transferee who is to become a member executes a written joinder agreeing to be bound by this Agreement. A transferee who does not so join receives only the Member's economic rights.
No Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member. To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Member from and against losses, claims, damages, and expenses (including reasonable attorneys' fees) incurred by reason of any act or omission performed in good faith on behalf of the Company, except to the extent the loss results from that person's fraud, gross negligence, willful misconduct, or knowing violation of law. Indemnification shall be paid only from Company assets, and no Member shall have any personal obligation to fund it.
The Company shall be dissolved only upon the first to occur of: (a) the written election of the Member; (b) the entry of a decree of judicial dissolution under the Act; or (c) any event that terminates the continued membership of the last remaining member, unless the Company is continued as permitted by the Act. Upon dissolution, the Member shall wind up the Company's affairs, liquidate its assets, and apply the proceeds in the following order: first, to creditors of the Company (including the Member as a creditor) in satisfaction of the Company's liabilities; second, to the establishment of reasonable reserves for contingent liabilities; and third, to the Member. Upon completion of winding up, articles of dissolution (or the equivalent) shall be filed with the ____________ Secretary of State.
This Agreement shall be governed by and construed in accordance with the laws of the State of ____________, without regard to its conflict-of-laws principles.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. A waiver of any breach shall not be construed as a waiver of any subsequent breach.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, negotiations, and discussions, whether oral or written. This Agreement may be amended only by a written instrument signed by both parties.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically (including through a reliable electronic signature service) shall be deemed original signatures for all purposes, consistent with the U.S. ESIGN Act and applicable state law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date, intending to be legally bound.